AMENDMENTS FOR JUNE 2017

LATEST AMENDMENTS DRT AND SARFAESI ACT (CORPORATE RESTRUCTURING)

SARFAESI ACT

Section 2(ba) "asset reconstruction company" means a company registered with Reserve Bank under section 3 for the purposes of carrying on the business of asset reconstruction or securitisation, or both;]

2(ha) "debt" shall have the meaning assigned to it in clause (g) of section 2 of the Recovery of Debts Due to Banks and Financial Institutions Act, 1993 (51 of 1993) and includes— (i) unpaid portion of the purchase price of any tangible asset given on hire or financial lease or conditional sale or under any other contract; (ii) any right, title or interest on any intangible asset or licence or assignment of such intangible asset, which secures the obligation to pay any unpaid portion of the purchase price of such intangible asset or an obligation incurred or credit otherwise extended to enable any borrower to acquire the intangible asset or obtain licence of such asset; ]3

2(zd) "secured creditor" means

I. any bank or financial institution or any consortium or group of banks or financial institutions holding any right, title or interest upon any tangible asset or intangible asset as specified in clause (l);

II. debenture trustee appointed by any bank or financial institution; or

III. an asset reconstruction company whether acting as such or manag- ing a trust set up by such asset reconstruction company for the securitisation or reconstruction, as the case may be; or

IV. debenture trustee registered with the Board appointed by any company for secured debt securities; or V. any other trustee holding securities on behalf of a bank or financial institution, in whose favour security interest is created by any borrower for due repayment of any financial assistance. ]17

Section 3 of SARFAESI Act deals with the Registration of [Asset Reconstruction Companies]

(1) No asset reconstruction company shall commence or carry on the business of securitisation or asset reconstruction without— (a) obtaining a certificate of registration granted under this section; and [(b) having net owned fund of not less than two crore rupees or such other higher amount as the Reserve Bank, may, by notification, specify

Section 3(6) Every asset reconstruction company, shall obtain prior approval of the Reserve Bank for any substantial change in its management [including appointment of any director on the board of directors of the asset reconstruction company or managing director or chief executive officer thereof] 26 or change of location of its registered office or change in its name:

Non-Applicability in certain cases

Section 31 deals with the provisions of this Act not to apply in certain cases.

The provisions of this Act shall not apply to

(a) a lien on any goods, money or security given by or under the Indian Contract Act, 1872 (9 of 1872) or the Sale of Goods Act, 1930 (3 of 1930) or any other law for the time being in force;

(b) a pledge of movables within the meaning of section 172 of the Indian Contract Act, 1872

(c) creation of any security in any aircraft as defined in clause (1) of section 2 of the Aircraft Act,

creation of security interest in any vessel as defined in clause (55) of section 3 of the Merchant Shipping Act, 1958

(f) any rights of unpaid seller under section 47 of the Sale of Goods Act, 1930

(g) any properties not liable to attachment (excluding the properties specifically charged with the debt recoverable under this Act) or sale under the first proviso to sub-section (1) of section 60 of the Code of Civil Procedure, 1908

(h) any security interest for securing repayment of any financial asset not exceeding one lakh rupees; (i) any security interest created in agricultural land;

(j) any case in which the amount due is less than twenty per cent of the principal amount and interest thereon.

DRT ACT 1993

Qualifications for appointment of Presiding Officer and Term

Section 5 provides that a person shall not be qualified for appointment as the Presiding Officer of a Tribunal unless he is, or has been, or is qualified to be, a District Judge.

Section 6 provides that the [Presiding Officer of a Tribunal shall hold office for a term of five years from the date on which he enters upon his office and shall be eligible for reappointment. Provided that no person shall hold office as the Presiding Officer of a Tribunal after he has attained the age of sixty-five years.] 11

Section 7 deals with the Staff of Tribunal. Sub-section (1) provides that the Central Government shall provide the Tribunal with one or more Recovery Officers and such other officers and employees as that government may think fit. Sub-section (2) states that the Recovery Officers and other officers and employees of a Tribunal shall discharge their functions under the general superintendence of the Presiding Officer. Sub-section (3) provides that the salaries and allowances and other conditions of service of the Recovery Officers and other officers and employees of a Tribunal shall be such as may be prescribed.

Composition of Appellate Tribunal, Qualifications and its Term

Section 9 of the Act provides that an Appellate Tribunal shall consist of one person only (hereinafter referred to as the Chairperson of the Appellate Tribunal) to be appointed, by notification, by the Central Government.

Section 10 of the Act deals with the qualifications for appointment of Chairperson of the Appellate Tribunal. It provides that a person shall not be qualified for appointment as the Chairperson of an Appellate Tribunal unless he: (a) is, or has been, or is qualified to be, a Judge of a High Court; or (b) has been a member of the Indian Legal Service and has held a post in Grade I of that service for at least three years; or (c) has held office as the Presiding Officer of a Tribunal for at least three years.

Section 11 provides that the Chairperson of an Appellate Tribunal shall hold office for a term of five years from the date on which he enters upon his office and shall be eligible for reappointment: Provided that no person shall hold office as the Chairperson of a Appellate Tribunal after he has attained the age of seventy years.

APPEAL TO THE APPELLATE TRIBUNAL

Section 20 deals with the Appeal to the Appellate Tribunal. (1) Save as provided in sub-section (2), any person aggrieved by an order made, or deemed to have been made, by a Tribunal under this Act, may prefer an appeal to an Appellate Tribunal having jurisdiction in the matter.

(2) No appeal shall lie to the Appellate Tribunal from an order made by a Tribunal with the consent of the parties.

(3) Every appeal under sub-section (1) shall be filed within a period of [thirty days]44 from the date on which a copy of the order made, or deemed to have been made, by the Tribunal is received by him and it shall be in such form and be accompanied by such fee as may be prescribed : Provided that the Appellate Tribunal may entertain an appeal after the expiry of the said period of [thirty days]45 if it is satisfied that there was sufficient cause for not filing it within that period.

(4) On receipt of an appeal under sub-section (1) [or under sub-section (1) of section 181 of the Insolvency and Bankruptcy Code, 2016]46, the Appellate Tribunal may, after giving the parties to the appeal, an opportunity of being heard, pass such orders thereon as it thinks fit, confirming, modifying or setting aside the order appealed against.

(5) The Appellate Tribunal shall send a copy of every order made by it to the parties to the appeal and to the concerned Tribunal.

(6) The appeal filed before the Appellate Tribunal under sub-section (1) shall be dealt with by it as expeditiously as possible and endeavour shall be made by it to dispose of the appeal finally within six months from the date of receipt of the appeal. Section 21 provides that where an appeal is preferred by any person from whom the amount of debt is due to a bank or a financial institution or a consortium of banks or financial institutions, such appeal shall not be entertained by the Appellate Tribunal unless such person has deposited with the Appellate Tribunal [fifty per cent] of the amount of debt so due from him as determined by the Tribunal under section 19:

 

 

 

 

 

                              

SOME CASE LAWS

Pegasus Assets Reconstruction (P.) Ltd. v. Haryana Concast Ltd,

 

Section 283 of the Companies Act, 2013/Section 456 of the Companies Act, 1956, read with section 13 of the Securitisation And Reconstruction of Financial Assets And Enforcement of Security Interest Act, 2002. The Supreme court in the matter of Winding up and Custody of company’s property opined that SARFAESI Act is a complete code in itself and there is no lacuna or ambiguity in it to warrant reading something more into it or to borrow anything from Companies Act. The Court mentioned that as per section 13 of SARFAESI Act, a secured creditor has right to enforce its security interest without intervention of court or tribunal and the powers under Companies Act cannot be wielded by Company Judge to interfere with proceedings by a secured creditor who has opted to stay outside winding up process to realize its secured interests as per provisions of SARFAESI Act.

 

In the case of Nik-Nish Retail Pvt. Ltd & Anr. Versus Union Bank & Ors.

 

that the scheme of the Act envisages grant of 60 days time to the defaulter for clearance of the liability or to raise objection. Even if the defaulting party falls short of paying Rs. 1/- of the amount specified in the demand notice within the permitted period, its account would still be a 'non- performing asset' and continue to be treated as such and the secured creditor is, in the circumstances, entitled to initiate further action in terms of provisions of the Act including taking measures to take possession of the secured assets after the period of 60 days has expired if no objection is received in the meantime or the objection to the demand notice has been overruled. Question of waiver does not and cannot arise simply because certain payments had been credited in the cash credit account. The period of 60 days is the time limited for clearing the liability and if the liability does not stand cleared, notwithstanding part payment the secured creditor is well within its right to exercise power conferred by Section 13(4) of the Act.











AMENDMENTS IN LIMITS OF SECRETARIAL AUDIT

Limits for the issue of Secretarial Audit Reports for financial year 2016-17

The Council of the Institute at its 235th meeting held on February 11, 2016 reviewed the existing limits for the issue of Secretarial Audit Reports and decided as below:

• 10 Secretarial Audits per partner/ PCS, and

• An additional limit of 5 secretarial audits per partner/PCS in case the unit is peer reviewed.

These limits will be applicable for the Secretarial Audit Reports to be issued for the financial year 2016-17 Onwards

AMENDMENTS IN COMPETITION ACT 2002

COMBINATIONS – THRESHOLDS

On March 4, 2016, the Central Government issued notifications pertaining to the statutory thresholds for the purposes of “combinations” under Section 5 of the Competition Act, 2002 (“Act”).

CHART ANALYSIS ON CERTAIN PRESCRIBED LIMITS

                     CERTAIN PRESCRIBED LIMITS IN TERMS OF ASSETS OR TURNOVER

IN INDIA 

INDIVIDUAL   


Assets: `> 2000 Cr. OR

 

Turnover:> 6000 Cr.

       GROUP

Assets: > 8000 Cr.  OR 

Turnover: >24000 Cr.



IN INDIA AND OUTSIDE

     INDIVIDUAL


Assets >$ 1 billion (minimum Indian component 1000- Cr.  OR

Turnover :> $ 3 billion (minimum Indian component 3000 Cr.

 GROUP

Assets >$ 4 billion (minimum Indian component 1000- Cr.  OR

Turnover :> $ 12 billion (minimum Indian component 3000 Cr.




AMENDMENTS FOR JUNE 2016

COMPANIES (INDIAN ACCOUNTING STANDARDS) RULES, 2015


The Ministry of Corporate Affairs (MCA) has notified on February 16, 2015 the Companies (Indian Accounting Standards) Rules, 2015.

S.NO.

TYPE OF COMPANIES

BASIS

FROM YEAR

1

Any company

 

voluntary

For accounting periods beginning on or after 1st April, 2015

2

a) companies having net worth of 500 crore or more whether their equity and/or debt securities are listed or otherwise

 

b) Holding, subsidiary, joint venture or associate companies of the class of companies covered in (a) above.

mandatory

 

For the accounting periods beginning on or after 1stApril, 2016

 

3

a) companies whose equity and/or debt securities are listed or are in the process of being listed on any stock exchange in India or outside India and having net worth of less than `500 crore

 

b) Unlisted companies having net worth of `250 crore or more but less than `500 crore c) holding, subsidiary, joint venture or associate companies of the above class of companies.

mandatory

 

For the accounting periods beginning on or after 1stApril, 2017

INDIAN ACCOUNTING STANDARD 103

1.      Ind AS 103 defines business combination which has a wider scope whereas the existing AS 14 deals only with amalgamation.

2.      Under the existing AS 14 there are two methods of accounting for amalgamation. The pooling of interest method and the purchase method.

3.      Ind AS 103 prescribes only the acquisition method for each business combination

4.      IND-AS 103 provides definition of a business. It defines business as “An integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits directly to investors or other owners, members or participants” Further a Business Combinations is a transaction or other event in which an acquirer obtains control of one or more businesses.

5.      Transactions sometimes referred to as ‘true mergers’ or ‘mergers of equals’ are also business combinations as that term is used in this Indian  Accounting Standard. 

6.      Under Ind AS 103, Business Combinations, all business combinations are accounted for using the purchase method that considers the acquisition date fair values of all assets, liabilities and contingent liabilities of the acquiree.

7.      The limited exception to this principle relates to acquisitions between entities under common control.

SEBI has notified SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) on September 2, 2015. A time period of ninety days has been given for implementing the Regulations.

MERGER/ AMALGAMATION AND LISTING REGULATIONS 2015

S.No.

Regulation

Provisions

A

11

The listed entity shall ensure that any scheme of arrangement /amalgamation/merger /reconstruction /reduction of capital etc. to be presented to any Court or Tribunal does not in any way violate, override or limit the provisions of securities laws or requirements of the stock exchange(s):

B

37

1.      Without prejudice to provisions of regulation 11, the listed entity desirous of undertaking a scheme of arrangement or involved in a scheme of arrangement, shall file the draft scheme of arrangement, proposed to be filed before any Court or Tribunal under sections 391-394 and 101 of the Companies Act, 1956 or under Sections 230-234 and Section 66 of Companies Act, 2013, whichever applicable, with the stock exchange(s) for obtaining Observation Letter or No-objection letter, before filing such scheme with any Court or Tribunal, in terms of requirements specified by the Board or stock exchange(s) from time to time.

 

2.      The listed entity shall not file any scheme of arrangement under sections 391-394 and 101 of the Companies Act, 1956 or under Sections 230-234 and Section 66 of Companies Act, 2013 ,whichever applicable, with any Court or Tribunal unless it has obtained observation letter or No-objection letter from the stock exchange(s).

 

3.      The listed entity shall place the Observation letter or No-objection letter of the stock exchange(s) before the Court or Tribunal at the time of seeking approval of the scheme of arrangement: Provided that the validity of the ‘Observation Letter’ or No-objection letter of stock exchanges shall be six months from the date of issuance, within which the draft scheme of arrangement shall be submitted to the Court or Tribunal 

 

4.      The listed entity shall ensure compliance with the other requirements as may be prescribed by the Board from time to time.

 

C

38

The listed entity shall comply with the minimum public shareholding requirements specified in Rule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957 in the manner as specified by the Board from time to time

D

94

FORWARDING OF DOCUMENTS TO SEBI

The designated stock exchange, upon receipt of draft schemes of arrangement and the documents prescribed by the Board, as per sub-regulation (1) of regulation 37, shall forward the same to the Board, in the manner prescribed by the Board.

 

SUBMISSION OF OBSERVATION LETTER WITH SEBI

 

The stock exchange(s) shall submit to the Board its Objection Letter or No-Objection Letter on the draft scheme of arrangement after inter-alia ascertaining whether the draft scheme of arrangement is in compliance with securities laws  within 30 (thirty) days of receipt of draft scheme of arrangement

OR

 

Within 7 (seven) days of date of receipt of satisfactory reply on clarifications from the listed entity and/or opinion from independent chartered accountant, if any, sought by stock exchange(s), as applicable.

 

ISSUE OF OBSERVATION LETTER TO LISTED ENTITY

 

The stock exchange(s), shall issue Observation Letter or No-objection letter to the listed entity within 7 (seven) days of receipt of comments from the Board, after suitably incorporating such comments in the Observation Letter or No-objection letter

 

Validity of the ‘Observation Letter’ or No-objection letter of stock exchanges shall be six months from the date of issuance

 

NOTICE TO THE COURT OR TRIBUNAL

 

The stock exchange(s) shall bring the observations or objections, as the case may be, to the notice of Court or Tribunal at the time of approval of the scheme of arrangement.

 

SUBMISSION WITH BOARD

 

Upon sanction of the Scheme by the Court or Tribunal, the designated stock exchange shall forward its recommendations to the Board on the documents submitted by the listed entity in terms of sub-regulation (5) of regulation  

[Reg. 5A introduced by the SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2015.   (24 MARCH 2015)

REGULATION 5A

DELISTING OFFER

1.      Notwithstanding anything contained in these regulations, in the event the acquirer makes a public announcement of an open offer for acquiring shares of a target company in terms of regulations 3, 4 or 5, he may delist the company in accordance with provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009:     Provided that the acquirer shall have declared upfront his intention to so delist at the time of making the detailed public statement

2.      Where an offer made under sub-regulation (1) is not successful,

Ø  on account of non–receipt of prior approval of shareholders in terms of clause (b) of sub-regulation (1) of regulation 8 of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; or 

Ø  in terms of regulation 17 of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; or  

Ø  on account of the acquirer  rejecting the discovered price determined by the book building process in terms of sub-regulation (1) of regulation 16 of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009

The acquirer shall make an announcement within two working days in respect of such failure in all the newspapers in which the detailed public statement was made and shall comply with all applicable provisions of these regulations. 

3.      In the event of the failure of the delisting offer made under sub regulation (1), the acquirer, through the manager to the open offer, shall within five working days from the date of the announcement under sub regulation (2), file with the Board, a draft of the letter of offer as specified in sub-regulation (1) of regulation 16 and shall comply with all other applicable provisions of these regulations:

Provided that the offer price shall stand enhanced by an amount equal to a sum determined at the rate of ten per cent per annum for the period between the scheduled date of payment of consideration to the shareholders and the actual date of payment of consideration to the shareholders.

Explanation: For the purpose of this sub-regulation, scheduled date shall be the date on which the payment of consideration ought to have been made to the shareholders in terms of the timelines in these regulations.

Where a competing offer is made in terms of sub-regulation (1) of regulation 20,-

a)      The acquirer shall not be entitled to delist the company; 

b)      The acquirer shall not be liable to pay interest to the shareholders on account of  delay due to competing offer; 

c)      The acquirer shall comply with all the applicable provisions of these regulations and make an announcement in this regard, within two working days from the date of public announcement made in terms of sub-regulation (1) of regulation 20, in all the newspapers in which the detailed public statement was made. 

4. Shareholders who have tendered shares in acceptance of the offer made under sub-regulation (1), shall be entitled to withdraw such shares tendered, within 10 working days from the date of the announcement under sub regulation (2) .

5. Shareholders who have not tendered their shares in acceptance of the offer made under sub-regulation (1) shall be entitled to tender their shares in acceptance of the offer made under these regulations. "

 











 

SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015

SEBI has issued and notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 on 15th January, 2015 based on recommendations of Sodhi committee. These Regulations were effective from 120th day of the date of notification i.e. on and from 15th May, 2015, by repealing SEBI (Prohibition of Insider Trading) Regulations 1992.

The Disclosure requirements under these Regulations are discussed below

Disclosures of trading by Insiders

Regulations 6 (2) The disclosures to be made by any person shall include those relating to trading by such person’s immediate relatives, and by any other person for whom such person takes trading decisions.

It is intended that disclosure of trades would need to be of not only those executed by the person concerned but also by the immediate relatives and of other persons for whom the person concerned takes trading decisions.

These regulations are primarily aimed at preventing abuse by trading when in possession of unpublished price sensitive information and therefore, what matters is whether the person who takes trading decisions is in possession of such information rather than whether the person who has title to the trades is in such possession.

Regulations 6(3) - The disclosures of trading in securities shall also include trading in derivatives of securities and the traded value of the derivatives shall be taken into account for purposes of this Chapter, provided that trading in derivatives of securities is permitted by any law for the time being in force.

Regulations 6(4) - The disclosures made shall be maintained by the company, for a minimum period of five years, in such form as may be specified.

Disclosures by certain persons – Initial Disclosure

Regulation 7 (1) (a) Every promoter, key managerial personnel and director of every company whose securities are listed on any recognised stock exchange shall disclose his holding of securities of the company as on the date of these regulations taking effect, to the company within thirty days of these regulations taking effect;

(b) Every person on appointment as a key managerial personnel or a director of the company or upon becoming a promoter shall disclose his holding of securities of the company as on the date of appointment or becoming a promoter, to the company within seven days of such appointment or becoming a promoter.

CONTINUAL DISCLOSURES

Regulation 7(2) (a) Every promoter, employee and director of every company shall disclose to the company the number of such securities acquired or disposed of within two trading days of such transaction if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of ten lakh rupees or such other value as may be specified;

(b) Every company shall notify the particulars of such trading to the stock exchange on which the securities are listed within two trading days of receipt of the disclosure or from becoming aware of such information.

CODE OF FAIR DISCLOSURE (REGULATION 8) (1)

The board of directors of every company, whose securities are listed on a stock exchange, shall formulate and publish on its official website, a code of practices and procedures for fair disclosure of unpublished price sensitive information that it would follow in order to adhere to each of the principles set out in Schedule A to these regulations, without diluting the provisions of these regulations in any manner.

Every such code of practices and procedures for fair disclosure of unpublished price sensitive information and every amendment thereto shall be promptly intimated to the stock exchanges where the securities are listed. This provision is aimed at requiring transparent disclosure of the policy formulated in sub-regulation (1).

Principles of Fair Disclosure for purposes of Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information - SCHEDULE A [Sub-regulation (1) of regulation 8]:

  1. Prompt public disclosure of unpublished price sensitive information that would impact price discovery no sooner than credible and concrete information comes into being in order to make such information generally available.
  2. Uniform and universal dissemination of unpublished price sensitive unpublished price sensitive information to avoid selective disclosure.
  3. Designation of a senior officer as a chief investor relations officer to deal with dissemination of information and disclosure of unpublished price sensitive information.
  4. Prompt dissemination of unpublished price sensitive information that gets disclosed selectively, inadvertently or otherwise to make such information generally available.
  5. Appropriate and fair response to queries on news reports and requests for verification of market rumours by regulatory authorities.

AMENDMENT IN SEBI TAKE OVER CODE 2011

After regulation 5, the following regulation shall be inserted, namely:- 

Delisting offer. “5A. 

(1) Notwithstanding anything contained in these regulations, in the event the acquirer makes a public announcement of an open offer for acquiring shares of a target company in terms of regulations 3, 4 or 5, he may delist the company in accordance with provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009: 

Provided that the acquirer shall have declared upfront his intention to so delist at the time of making the detailed public statement. 

(2)  Where an offer made under sub-regulation (1) is not successful the acquirer shall make an announcement within two working days in respect of such failure in all the newspapers in which the detailed public statement was made and shall comply with all applicable provisions of these regulations. 

(3) In the event of the failure of the delisting offer made under sub-regulation (1), the acquirer, through the manager to the open offer, shall within five working days from the date of the announcement under sub-regulation (2), file with the Board, a draft of the letter of offer as specified in sub-regulation (1) of regulation 16 and shall comply with all other applicable provisions of these regulations: Provided that the offer price shall stand enhanced by an amount equal to a sum determined at the rate of ten per cent per annum for the period between the scheduled date of payment of consideration to the shareholders and the actual date of payment of consideration to the shareholders. 

 (4)  Where a competing offer is made in terms of sub-regulation (1) of regulation 20,- (a)  the acquirer shall not be entitled to delist the company; (b) the acquirer shall not be liable to pay interest to the shareholders on account of delay due to competing offer; (c ) the acquirer shall comply with all the applicable provisions of these regulations and make an announcement in this regard, within two working days from the date of public announcement made in terms of sub-regulation (1) of regulation 20, in all the newspapers in which the detailed public statement was made. (5) Shareholders who have tendered shares in acceptance of the offer made under sub-regulation (1), shall be entitled to withdraw such shares tendered, within 10 working days from the date of the announcement under sub-regulation (2) . 

(6) Shareholders who have not tendered their shares in acceptance of the offer made under sub-regulation (1) shall be entitled to tender their shares in acceptance of the offer made under these regulations. “ 

After sub-regulation (6) of regulation 18, the following sub-regulation shall be inserted: “(6A) The acquirer shall facilitate tendering of shares by the shareholders and settlement of the same, through the stock exchange mechanism as specified by the Board.” 

(III)  In sub-regulation (1) of regulation 22, after the first proviso, the following proviso shall be inserted, namely:- “Provided further that in case of a delisting offer made under regulation 5A, the acquirer shall complete the acquisition of shares attracting the obligation to make an offer for acquiring shares in terms of regulations 3, 4 or 5, only after making the public announcement regarding the success of the delisting proposal made in terms of sub-regulation (1) regulation 18 of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009.”



COMPANIES AMENDMENT ACT 2015

 

SECTION 2(68) MEANING OF PRIVATE COMPANY

PROVISIONS BEFORE COMPANIES AMENDMENT ACT 2015

Private company” means a company having a minimum paid-up share capital of one lakh rupees or such higher paid-up share capital as may be prescribed,

PROVISIONS AFTER COMPANIES AMENDMENT ACT 2015The words “of one lakh rupees or such higher paid-up capital,” shall be omitted.

SECTION 2(71) MEANING OF PUBLIC COMPANY

PROVISIONS BEFORE COMPANIES AMENDMENT ACT 2015

PUBLIC company” means a company having a minimum paid-up share capital of FIVE lakh rupees or such higher paid-up share capital as may be prescribed,

PROVISIONS AFTER COMPANIES AMENDMENT ACT 2015

The words “of FIVE  lakh rupees or such higher paid-up capital,” shall be omitted

SECTION 11 COMMENCEMENT OF BUSINESS

PROVISIONS BEFORE COMPANIES AMENDMENT ACT 2015

File declaration to ROC in Eform INC 21

PROVISIONS AFTER COMPANIES AMENDMENT ACT 2015

This section has been omitted

SECTION 9 REQUIREMENT OF COMMON SEAL UPON REGISTRATION 

PROVISIONS BEFORE COMPANIES AMENDMENT ACT 2015

From the date of incorporation mentioned in the certificate of incorporation, such subscribers to the memorandum and all other persons, as may, from time to time, become members of the company, shall be a body corporate by the name contained in the memorandum, capable of exercising all the functions of an incorporated company under this Act and having perpetual succession and a common seal with power to acquire, hold and dispose of property, both movable and immovable, tangible and intangible, to contract and to sue and be sued, by the said name.

PROVISIONS AFTER COMPANIES AMENDMENT ACT 2015

The requirement of having a common seal is being optional and a signature by its officers are enough.
SECTION 12 (3) (b) REGISTERED OFFICE OF THE COMPANY

PROVISIONS BEFORE COMPANIES AMENDMENT ACT 2015

Every company shall—

(b) have its name engraved in legible characters on its seal;

PROVISIONS AFTER COMPANIES AMENDMENT ACT 2015

Every company shall—

(b) have its name engraved in legible characters on its seal, if any;

SECTIO 22 (2) EXECUTION OF BILL OF EXCHANGE, ETC

PROVISIONS BEFORE COMPANIES AMENDMENT ACT 2015

A company may, by writing under its common seal, authorise any person, either generally or in respect of any specified matters, as its attorney to execute other deeds on its behalf in any place either in or outside India.

PROVISIONS AFTER COMPANIES AMENDMENT ACT 2015

a) for the words “under its common seal”, the words “under its common seal, if any,” shall be substituted;
(b) the following proviso shall be inserted, namely:—

Provided that in case a company does not have a common seal, the authorisation under this sub-section shall be made by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary.

SECTION 46 (1) CERTIFICATE OF SHARES

PROVISIONS BEFORE COMPANIES AMENDMENT ACT 2015

A certificate, issued under the common seal of the company, specifying the shares held by any person, shall be prima facie evidence of the title of the person to such shares.

PROVISIONS AFTER COMPANIES AMENDMENT ACT 2015

For the words “issued under the common seal of the company”,

the words “issued under the common seal, if any, of the company or signed by two directors or by a director and the Company Secretary, wherever the company has appointed a Company Secretary” shall be substituted.

8.      SECTION 76A  NEW SECTION
76A. Where a company accepts or invites or allows or causes any other person to accept or invite on its behalf any deposit in contravention of the manner or the conditions prescribed under section 73 or section 76 or rules made thereunder or if a company fails to repay the deposit or part thereof or any interest due thereon within the time specified under section 73 or section 76 or rules made thereunder or such further time as may be allowed by the Tribunal under section 73
(a) the company shall, in addition to the payment of the amount of deposit or part thereof and the interest due, be punishable with fine which shall not be less than one crore rupees but which may extend to ten crore rupees; and
(b) every officer of the company who is in default shall be punishable with imprisonment which may extend to seven years or with fine which shall not be less than twenty-five lakh rupees but which may extend to two crore rupees, or with both:

Provided that if it is proved that the officer of the company who is in default, has contravened such provisions knowingly or wilfully with the intention to deceive the company or its shareholders or depositors or creditors or tax authorities, he shall be liable for action under section 447.

SECTION 123 (1) DECLARATION AND PAYMENT OF DIVIDEND

PROVISIONS BEFORE COMPANIES AMENDMENT ACT 2015

Rule 5 of the Companies (Declaration and Payment of Dividend) Rules, 2014:

No company shall declare dividend unless carried over previous losses and depreciation not provided in previous year or years are set off against profit of the company of the current year.

PROVISIONS AFTER COMPANIES AMENDMENT ACT 2015

A fourth proviso to sub-section (1) is being added, as follows:

Provided also that no company shall declare dividend unless carried over previous losses and depreciation not provided in previous year or years are set off against profit of the company for the current year.

This amendment to the Act is already appearing in Rule 5 and is merely incorporating the provisions contained in the Rules, in the Act itself

10.  SECTION 124 (6) UNPAID DIVIDEND ACCOUNT

PROVISIONS BEFORE COMPANIES AMENDMENT ACT 2015

All shares in respect of which unpaid or unclaimed dividend has been transferred under sub-section (5) shall also be transferred by the company in the name of Investor Education and Protection Fund along with a statement containing such details as may be prescribed:

Provided that any claimant of shares transferred above shall be entitled to claim the transfer of shares from Investor Education and Protection Fund in accordance with such procedure and on submission of such documents as may be prescribed.

PROVISIONS AFTER COMPANIES AMENDMENT ACT 2015

Shares in respect of unpaid dividend                         Sub-section (6) of Section 124

All shares, in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by company in name of investor education and protection fund along with a statement with such details as may be prescribed.

Provided that any claimant of shares transferred above shall be entitled to claim the transfer of shares from Investor Education and Protection Fund in accordance with such procedure and on submission of such documents as may be prescribed.

NEW ‘EXPLANATION’ INSERTED AFTER THE PROVISO:

Explanation.—For the removals of doubts it is hereby clarified that in case any dividend is paid or claimed for any year during the said period of seven consecutive years, the share shall not be transferred to Investor Education and Protection Fund.’

11.  SECTION 143 (12) Powers and duties of auditors and auditing standards

PROVISIONS BEFORE COMPANIES AMENDMENT ACT 2015

(12) Notwithstanding anything contained in this section, if an auditor of a company, in the course of the performance of his duties as auditor, has reason to believe that an offence involving fraud is being or has been committed against the company by officers or employees of the company, he shall immediately report the matter to the Central Government within such time and in such manner as may be prescribed.

PROVISIONS AFTER COMPANIES AMENDMENT ACT 2015

For the existing sub-section (12) the following sub-section is being substituted:
“(12) Notwithstanding anything contained in this section, if an auditor of a company in the course of the performance of his duties as auditor, has reason to believe that an offence of fraud involving such amount or amounts as may be prescribed, is being or has been committed in the company by its officers or employees, the auditor shall report the matter to the Central Government within such time and in such manner as may be prescribed:
Provided that in case of a fraud involving lesser than the specified amount, the auditor shall report the matter to the audit committee constituted under section 177 or to the Board in other cases within such time and in such manner as may be prescribed:

Provided further that the companies, whose auditors have reported frauds under this sub-section to the audit committee or the Board but not reported to the Central Government, shall disclose the details about such frauds in the Board’s reporting such manner as may be prescribed.”

12.  SECTION 134 (3) Financial statement, Board Report, etc

PROVISIONS AFTER COMPANIES AMENDMENT ACT 2015

In sub-section (3), after clause (c), the following clause shall be inserted pertaining to reporting of frauds, namely:—

“(ca) details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government;”

13.  SECTION 185 (1) Loan to directors, etc

PROVISIONS BEFORE COMPANIES AMENDMENT ACT 2015

The proviso to sub-section (1) of section 185 provides 2 exemptions viz. (a) and (b) in respect of Section 185 (1).

Rule 10 of the Companies (Meetings of Board and its Powers) Rules, 2014 provides for the same exemptions as proposed in the ACT 2015

PROVISIONS AFTER COMPANIES AMENDMENT ACT 2015

Two more exemptions have been added to this proviso after clause (b) as follows:
(c) any loan made by a holding company to its wholly owned subsidiary company or any guarantee given or security provided by a holding company in respect of any loan made to its wholly owned subsidiary company; or
(d) any guarantee given or security provided by a holding company in respect of loan made by any bank or financial institution to its subsidiary company:

Provided that the loans made under clauses (c) and (d) are utilised by the subsidiary company for its principal business activities.”

14.  SECTION 188 (1) RELATED PARTY TRANSACTION

PROVISIONS BEFORE COMPANIES AMENDMENT ACT 2015

Provided that no contract or arrangement, in the case of a company having a paid-up share capital of not less than such amount, or transactions not exceeding such sums, as may be prescribed, shall be entered into except with the prior approval of the company by a special resolution:
Provided further that no member of the company shall vote on such special resolution, to approve any contract or arrangement which may be entered into by the company, if such member is a related party:

Provided also that nothing in this sub-section shall apply to any transactions entered into by the company in its ordinary course of business other than transactions which are not on an arm’s length basis.

PROVISIONS AFTER COMPANIES AMENDMENT ACT 2015

(i) For the words “special resolution“, at both the places where they occur, the word “resolution” shall be substituted;
(ii) After the third proviso, the following proviso shall be inserted, namely:
Provided also that the requirement of passing the resolution under first proviso shall not be applicable for transactions entered into between a holding company and its wholly owned subsidiary whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval.

(iii) In sub-section (3), for the words “special resolution“, the word “resolution” shall be substituted



SECRETARIAL STANDARDS 1 & 2      W.E.F. (1ST JULY, 2015)


SECRETARIAL STANDARD-1                                                   BOARD MEETING

APPLICABLTY

Meeting of board and committee meeting

NON-APPLICABLTY

OPC in which there is only 1 director

SOME IMPORTANT POINTS:

·         Calendar Year is 1st January and ends on 31st December

·         National Holidays are defined. Republic Day i.e. 26th January, Independence Day i.e. 15th August, Gandhi Jayanti i.e. 2nd October Such other day as may be declared as National Holiday by the Central Government.

TIME, PLACE, MODE AND SERIAL NUMBER OF MEETING:

·         Every Meeting shall have a serial number. Companies now required to serially Numbered there Minutes of Board Meeting

·         A Meeting may be convened at any time and place, on any day, excluding a National Holiday. Adjourned Meeting also can’t hold on National Holiday

NOTICE OF BOARD MEETING

Notice, Agenda and Notes of Agenda in writing of every Meeting shall be given to EVERY DIRECTOR by following ways

·         By hand or By Speed Post or by Registered Post or

·         By Courier or by fax or By Email or by any other electronic mode.

ADDRESS FOR SENDING THE NOTICE TO DIRECTORS

Postal address or e-mail address, registered by the Director with the company; or In the Absence of such details or any change thereto, on the addresses appearing in the Director Identification Number (DIN) registration of the Director. If director specify the way of delivery of Notice, Agenda and Notes of Agenda, same shall be given to him by such means.

WHO WILL ISSUE NOTICE OF BOARD MEETING

Company Secretary or where there is no Company Secretary, any Director or any other person authorized by the Board for the purpose. Proof of sending Notice and its delivery shall be maintained by the Company

TIME PERIOD FOR ISSUE OF NOTICE

NORMAL NOTICE

Notice, Agenda and Notes of Agenda convening a Meeting shall be given at least SEVEN days before the date of the Meeting, unless the Articles prescribe a longer period.

In case the company sends the Notice, Agenda and Notes of Agenda by Speed Post or by registered post or by courier, An Additional Two Days Shall be Added for the service of Notice.

The Notice, Agenda and Notes on Agenda shall be sent to the Original Director also at the address registered with the company, even if these have been sent to the Alternate Director.

SHORTER NOTICE

To transact urgent business, the Notice, Agenda and Notes on Agenda may be given at shorter period of time than stated above,

If at least one Independent Director, if any, shall be present at such Meeting.

If no Independent Director is present, decisions taken at such a Meeting shall be circulated to all the Directors and shall be final only on ratification thereof by at least one Independent Director, if any.

In case the company does not have an Independent Director, the decisions shall be final only on Ratification Thereof By A Majority Of The Directors of the company, unless such decisions were approved at the Meeting itself by a majority of Directors of the company

SPECIAL NOTE:

In case the facility of participation through Electronic Mode is being made available, the Notice shall inform the Directors about the availability of such facility, and provide them necessary information to avail such facility.

·         If Facility of participation through Electronic Mode provided the Notice shall seek advance confirmation from the Directors as to whether they will participate through Electronic Mode in the Meeting.

·         In the absence of an advance communication or confirmation from the Director as above, it shall be assumed that he will attend the Meeting physically.

Participation of Director through Electronic Mode

Any Director may participate through Electronic Mode in a Meeting, if the company provides such facility. But certain items can’t be dealt at a meeting held though Video conferencing.

Matter which can’t be dealt at a meeting held though Video conferencing unless expressly permitted by the Chairman:

·         Approval of the annual financial statements;

·         Approval of the Board’s report;

·         Approval of the prospectus;

·         Audit Committee Meetings for consideration of accounts; and

·         Approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.

CHAIRMAN OF BOARD MEETING

The Chairman of the company shall be the Chairman of the Board. If the company does not have a Chairman, the Directors may elect one of themselves to be the Chairman of the Board.

FREQUENCY OF MEETING:

First board Meeting” should be held within 30 days of Incorporation of Company

Meetings of the Board of Directors: (Except Small Company, One Person Company and Dormant):

·         The Board shall meet at least once in every calendar quarter.

·         Maximum interval between two board meetings 120 days.

·         At least 4 (four) Board Meetings in a calendar year.

MEETINGS OF THE INDEPENDENT DIRECTORS:

Where a company is required to appoint Independent Directors under the Act, such Independent Directors shall meet at least once in a Calendar Year.

QUORUM

1.      The Quorum for a Meeting of the Board shall be One-third of the total strength of the Board or Two Directors Whichever is HIGHER. Any fraction contained in the above one-third shall be rounded off to the next one.

2.      Where the Quorum requirement provided in the Articles is higher than one-third of the total strength; the company shall conform to such higher requirement.

3.      If the number of Interested Directors exceeds or is equal to two-thirds of the total strength, the remaining Directors present at the Meeting, being not less than two, shall be the Quorum during such item.

4.      If there is no Quorum at the adjourned Meeting also, the Meeting shall stand cancelled.

5.      Quorum shall be present not only at the time of commencement of the Meeting but also throughout the Meeting.

6.      Directors participating through Electronic Mode in a Meeting shall be counted for the purpose of Quorum

7.      If a Director is interested in any resolution then such director shall not be counted for Quorum in respect of such resolution.

8.      Such director shall not be present whether physically or through Electronic Mode, during discussions and voting on such item

ATTENDANCE REGISTERS:

Every company shall maintain separate attendance registers for the Meetings of the Board. AND for the Meetings of the Committee. The pages of the respective attendance registers shall be serially numbered. If an attendance register is maintained in loose-leaf form, it shall be bound periodically.

PARTICULARS OF ATTENDANCE REGISTER OF BOARD MEETING

·         Serial number and date of the Meeting;

·         Place of the Meeting; time of the Meeting;

·         Names of the Directors and signature of each Director present;

·         Name and signature of the Company Secretary who is in attendance and Also of persons attending the Meeting by invitation.

·         In case of Committee Meeting “name of the Committee” also be mentioned.

SIGNING OF ATTENDANCE REGISTER:

·         Every Director, Company Secretary who is in attendance and

·         Every Invitee who attends a Meeting of the Board or Committee thereof shall sign the attendance register at that Meeting.

·         The attendance register shall be deemed to have been signed by the Directors participating through Electronic Mode, if their attendance is recorded by the Chairman or the Company Secretary in the Attendance Register and the Minutes of the Meeting

SECRETARIAL STANDARD - 2               GENERAL MEETINGS

FREQUENCY OF GENERAL MEETING

ANNUAL GENERAL MEETING

Every Company in each Calendar Year, hold a General Meeting called the Annual General Meeting.

FIRST AGM:

First AGM within 9 month from the date of closing of First Financial year of the Company. In case of First AGM, it is not necessary for the company to hold any AGM in the calendar year of its Incorporation.

Time period of First Annual General Meeting after Incorporation of Company cannot be extended.

SUBSEQUENT AGM:

Subsequent AGM shall be hold EARLIER of followings:

·         Within SIX month from the end of each Financial Year or

·         Within FIFTEEN month from the last Annual General Meeting.

·         Extension of Subsequent AGM A period not exceeding 3 (three) Month with the Prior approval of ROC.

EXTRA ORDINARY GENERAL MEETING:

The Board may also, whenever it deems fit, call an Extra- Ordinary General Meeting of the Company.

The Board shall, on the requisition of Members who hold, as on the date of the receipt of a valid requisition can call an Extra- Ordinary General Meeting,

1.      In the case of Company having a Share Capital, not less than 1/10th of the paid-up share capital carrying Voting Rights; OR

2.      In the case of a Company not having share capital, not less than 1/10th of total voting power of the Company.

QUORUM OF GENERAL MEETING:

PRIVATE LIMITED:

Two Members Personally Present

PUBLIC LIMITED:

In case of Public Company “Minimum Present of Members required”

·         5 (five members) personally present if the number of Members as on the date of Meeting is up to 1000 (one thousand).

·         15 (Fifteen members) personally present if the number of Members as on date of Meeting is more than 1000 (one thousand) but upto 5000 (five thousand)

·         30 (thirty member) personally present if the number of members as on date of the Meeting exceeds 5000 (five thousand)

IMPORTANT PROVISIONS FOR QUORUM OF GENERAL MEETING

·         Quorum shall be present not only at the time of commencement of the Meeting but also while transacting business.

·         Company by provision in its Article can provide for larger number

·         Presence of a duly authorized representative body corporate, president and governor deemed to be a Member personally present and enjoy all the rights of a Member present in person.

·         One person can be an authorized representative of more than one body corporate. Even he will treat as more than one member for the purpose of Quorum but there should be at least one more member in personally present.

·         A member who is not entitled to vote on any particular item of business being a related party, if present shall be counted for the purpose of Quorum.

·         Stipulation of the presence of Quorum doesn’t apply with respect to items of business transacted through postal ballot.

ADJOURNMENT OF MEETING:

·         Meeting shall stand adjourned for want of requisite Quorum.

·         A duly convened Meeting shall not be adjourned unless circumstances so warrant.

·         A Chairman may also adjourn a Meeting in the event of disorder or other like causes, when it becomes impossible to conduct the Meeting and complete its business.

·         A Chairman may adjourn a Meeting with the consent of the Members, at which a Quorum is present, and shall adjourn a Meeting if so directed by the Members.

QUORUM AT ADJOURNED MEETING:

If Quorum not present in Adjourned meeting: (Meeting other then called by Requisitionists)

If, at an adjourned Meeting, quorum is not present within half hour from the time appointed, the Member present, being not less than two in number, will constitute the quorum.

If Quorum not present in Adjourned meeting: (Meeting called by Requisitionists)

If, at an adjourned Meeting, quorum is not present within half hour from the time meeting called by the Requisitionists, the Meeting shall stand cancelled.

NOTICE OF ADJOURNMENT OF MEETING:

IF MEETING ADJOURNED FOR PERIOD MORE THAN 30 DAYS:

If a Meeting adjourned for a period of 30 days or more, a Notice of the adjourned meeting shall be given a company issue notice for fresh General Meeting.

IF MEETING ADJOURNED FOR PERIOD LESS THAN 30 DAYS:

The company shall give notice less than 3 days notice specifying the Day, date time and venue of the Meeting to the members Either individually or by publishing an advertisement in a vernacular newspaper in the principia vernacular language and one in English newspaper in the district where office of the company is situated.

IF MEETING ADJOURNED FOR WANT OF QUORUM:

If a meeting other than requisitioned Meeting, stands adjourned for want of quorum, the adjourned Meeting shall be held On the same day, in the next week, at the same time and place or On such other day, not being a National Holiday, or At such other time and place as may be determined by the Board.

RESOLUTION TO BE DISCUSS AT ADJOURNED MEETING:

At an adjourned Meeting, only the unfinished business of the original Meeting shall be considered. Any Resolution passed at an adjourned meeting would be deemed to have been passed on the date of the adjourned meeting and not on any earlier date.

DISTRIBUTION OF GIFTS:

No gifts, gifts coupons, or cash in lieu of gifts shall be distributed to Member at or in connection with the Meeting.

PRESENCE OF DIRECTOR, COMPANY SECRETARY AND AUDITORS AT GENERAL MEETING

WHO SHALL PRESENT IN GENERAL MEETING ALONG WITH SHAREHOLDERS

DIRECTOR:

If any Director is unable to attend the Meeting, the Chairman shall explain such absence at the Meeting. The Director who attends the General Meeting shall seat with Chairman.

COMPANY SECRETARY:

The Company Secretary shall seat with Chairman AND shall assist the Chairman in conduction the Meeting.

CHAIRMAN OF COMMITTEE’S

The Chairman of Committee’s and any other member of such Committee authorized by the Chairman of the Committee to attend on his behalf shall attend the General Meeting.

STATUTORY AUDITOR:

It is mandatory for the Auditor to attend General Meeting, Auditor can absent himself If it get exemption from the Company to attend General Meeting OR If his authorized representative attend the General Meeting PROVIDED Authorized representative should also be qualified to be an Auditor

SECRETARIAL AUDITOR :( Annual General Meeting)

It is mandatory for the Auditor to attend General Meeting, Auditor can absent himself If it get exemption from the Company to attend General Meeting OR If his authorized representative attend the General Meeting PROVIDED Authorized representative should also be qualified to be an Auditor

The Chairman may invite the Secretarial Auditor to attend “Any Other General Meeting”.

CHAIRMAN:

The Chairman of the Board shall take the Chair and conduct the Meeting. BUT If the Chairman is not present within 15 minutes after the time appointed for holding of Meeting, or If he is unwilling to act as Chairman of the Meeting THEN The Director present at the Meeting shall elect one of them to be the Chairman of the Meeting.

If no Director is present within 15 Minutes after the time appointed for holding of Meeting, or If no Director is willing to take the Chair. The Members present shall elect, on a show of hands, one of themselves to be the Chairman of the Meeting, unless otherwise provided in the Article.

DEMAND OF POLL FOR CHAIRMAN

If poll is demanded for election of Chairman It shall be taken forthwith in accordance with the provisions of the Act and The Chairman elected on a show of hands shall continue to be the Chairman as a result of the Poll, and such other person shall be the Chairman for the rest of the Meeting.

DUTIES OF CHAIRMAN:

The Chairman shall ensure that the Meeting is duly constituted in accordance with the Act and the Articles or any other applicable laws, before it proceeds to transact business.

The chairman shall then conduct the Meeting in a fair and impartial manner and ensure that only such business as has been set out in Notice is transacted.

The Chairman shall regulate the manner in which voting is conducted at the Meeting keeping in view the provisions of the Act.

The Chairman shall explain the objective and implications of the Resolutions before they are put to vote at the Meeting.

PROXY:

·         A member entitled to attend and vote is entitled to Appoint Proxy.

·         A proxy can’t act on behalf of more than 50 members and members holding aggregate more than 10% of the total share capital of the Company carrying voting rights.

SIGNING OF PROXY FORM

MEMBER IS INDIVIDUAL

BY THE MEMBER, or His attorney duly authorized in writing

MEMBER IS BODY CORPORATE

If the appointer is a body corporate than the instrument of Proxy should be under its seal and shall be signed by the: An officer, or An attorney duly authorized by it.

SOME SPECIAL PROVISONS ON PROXY

·         An instrument of proxy is valid only if it is properly stamped as per the applicable law.

·         Unstamped or inadequately stamped Proxies or Proxies upon which the stamps have not been cancelled are INVALID.

·         The proxy-holder shall prove his identity at the time of attending the Meeting.

·         If company receive multiple proxies for the same holdings of the Member and they are not dated or bear the same date without mention of time, all such multiple proxies shall be treated as invalid.

·         If a company receives multiple proxies form the same holding of a member, the Proxy which is dated last shall be considered valid.

·         It should be deposit with the Company at least 48 hour before the commencement of the Meeting

·         Proxy form can be send either in Person or Through Post

·         Unnamed Proxy Form AND Undated Proxy Form will be treated as invalid

·         All the proxies shall be recorded chronologically in a register kept for that purpose.

·         In case any proxy entered in the register is rejected, the reasons there for shall be entered in the remarks column.

REVOCATION OF PROXY:

·         A proxy later in date can revoke the earlier dated proxies.

·         Proxy is valid until written notice of revocation has been received by the Company before the commencement of the Meeting or adjourned meeting.

·         A notice of revocation of proxy shall be signed by the same Member(s) who had signed the proxy, in the case of joint membership.

·         When both the Member and Proxy attend the Meeting, the proxy stand automatically revoked.

WHEN PROXY FORMS CAN BE INSPECTED

Proxies shall made available for inspection during the period beginning 48 hours before the commencement of the Meeting and Ending with the conclusion of the Meeting Between 9 a.m. to 6 p.m.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 





















































































 
     
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